Seller Capital Structure. (a) The authorized capital stock of Seller consists of 120,000,000 shares of Common Stock ("Seller Common Stock"). As of May 31, 1998, (i) 20,964,789 shares of Seller Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable and (ii) no shares of Seller Common Stock were held in the treasury of Seller or by Subsidiaries of Seller. The Seller Disclosure Schedule shows the number of shares of Seller Common Stock reserved for future issuance pursuant to stock options granted and outstanding as of May 31, 1998 and the plans under which such options were granted (collectively, the "Seller Stock Plans"). No material change in such capitalization has occurred between May 31, 1998 and the date of this Agreement. As of the date hereof, all shares of Seller Common Stock subject to issuance as specified above are duly authorized and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be validly issued, fully paid and nonassessable. As of the date hereof, there are no obligations, contingent or otherwise, of Seller or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Seller Common Stock or the capital stock of any Subsidiary or to provide funds to or make any material investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. As of the date hereof, all of the outstanding shares of capital stock of each of Seller's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries) are owned by Seller or another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in Seller's voting rights, charges or other encumbrances of any nature.
Seller Capital Structure. 12 3.3 Subsidiaries................................................................................................12 3.4 Authority...................................................................................................13 3.5
Seller Capital Structure. 6 2.3 Obligations With Respect to Capital Stock..........................6 2.4 Authority..........................................................7 2.5 Title to Assets; Effect of Agreement...............................7 2.6 Consents and Absence of Conflicts..................................7 2.7
Seller Capital Structure. The authorized capital stock of Seller consists of 5,000 shares of Common Stock, $1.00 par value, of which there were 1,095 shares issued and outstanding as of the close of business on June 30, 1997. Since the close of business on June 30, 1997, no shares of Seller Capital Stock have been issued.
Seller Capital Structure. (a) The authorized capital stock of Seller consists of 15,000,000 shares of Common Stock ("Seller Common Stock") and 150,000 shares of Preferred Stock ("Seller Preferred Stock"). On September 30, 2005, (i) 6,563,636 shares of Seller Common Stock were outstanding, all of which were validly issued, fully paid, and nonassessable, and no other shares of Seller Common Stock had been issued as of such date, (ii) 700,505 shares of Seller Common Stock were subject to outstanding stock options under the Seller Option Plans and 59,115 shares of Seller Common Stock were reserved for future grants under the Seller Option Plans, (iii) 1,346 shares of Seller Common Stock were reserved for issuance pursuant to options presently accrued under the Seller ESPP and 58,485 shares of Seller Common Stock were reserved for future issuance under the Seller ESPP, and (iv) an aggregate of 75,000 shares of Seller's Series A Junior Participating Preferred Stock ("Seller Junior Preferred Stock") were reserved for future issuance pursuant to the Rights Agreement, as amended, dated as of February 25, 1997, between Seller and Norwest Bank Minnesota, N.A., as Rights Agent (the "Seller Rights Agreement"). Since September 30, 2005, no shares of Seller Common Stock have been issued except pursuant to the exercise of options granted under the Seller Option Plans or pursuant to the Seller ESPP. None of the shares of Seller Preferred Stock are issued and outstanding. There are no obligations, contingent or otherwise, of Seller or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any shares of Seller Common Stock or the capital stock of any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution, or otherwise) in any such Subsidiary or any other entity. All of the outstanding shares of capital stock of each of Seller's Subsidiaries are duly authorized, validly issued, fully paid, and nonassessable and all such shares are owned by Seller free and clear of all security interests, liens, claims, pledges, agreements, limitations in Seller's voting rights, charges, or other encumbrances of any nature.
Seller Capital Structure. (a) The authorized Seller Capital Stock consists of two hundred (200) shares of authorized Seller Common Stock, no par value, of which two hundred (200) shares are issued and outstanding as of the date hereof. The Seller Capital Stock at the time of the Closing will be held by the persons, with the domicile addresses and in the amounts set forth in Section 2.3(b) of the Disclosure Schedule. All outstanding shares of Seller Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Seller or any agreement to which the Seller is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Seller's Capital Stock. The Seller has no other capital stock authorized, issued or outstanding.
Seller Capital Structure. (a) The authorized capital stock of Seller consists of 3,000,000 shares of authorized Common Stock, par value $0.001, of which 1,368,511 shares are issued and outstanding, and 1,000,000 shares of authorized Preferred Stock, par value $0.001, none of which are issued and outstanding. The capital stock of Seller is held by the persons, with the domicile addresses and in the amounts, set forth in Section 3.02(a) of the Disclosure Schedule. All outstanding shares of capital stock of Seller are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the certificate of incorporation or bylaws of Seller or any agreement to which Seller is a party or by which it is bound and have been issued in compliance with federal and state securities laws. Seller has no other capital stock authorized, issued or outstanding.
Seller Capital Structure. The authorized stock of Seller consists of 50,000,000 shares of Seller's Common Stock, and 1,000,000 shares of Preferred Stock, $.001 par value. As of the date of this Agreement, 23,450,000 shares of Seller's Common Stock have been issued and are outstanding, and no shares of Preferred Stock have been issued. Seller has reserved (i) no shares of Seller's Common Stock for issuance pursuant to Seller's 1998 Employee Stock Option Plan, of which as of December 1, 1999 options to purchase 2,000,000 shares were outstanding, all of which shall be canceled no later than the Effective Date, and no shares remained available for future grants. As of the date hereof, no shares of Seller's Common Stock are issuable upon the exercise of outstanding warrants. Other than as set forth in this Section 7(c), there are no options, warrants, calls, rights, commitments or agreements of any character to which the Seller is a party or by which it is bound, obligating Seller to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of the Seller or obligating the Seller to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. The Seller's Common Stock, issued and outstanding is duly authorized, validly issued, fully paid and non-assessable.
Seller Capital Structure. Seller's authorized and outstanding capital stock, and the number, type and holder of outstanding securities carrying the right to acquire any of Seller's capital stock, at the date hereof is correctly stated in Schedule 2.2. All the outstanding shares of Seller's capital stock are duly authorized and validly issued. All outstanding securities carrying the right to acquire any of Seller's capital stock issued by Seller are validly outstanding, and the shares of Seller's capital stock reserved for issuance upon the exercise thereof are duly authorized and, upon issuance in accordance with the terms thereof (including due payment of the exercise price set forth therein) will be validly issued, fully paid and nonassessable. Except as set forth in Schedule 2.2, there are no
Seller Capital Structure. The authorized capital stock of Seller consists of 100,000,000 shares of Seller Common Stock, of which there are 1,000,000 shares issued and outstanding as of the date of this Agreement. All outstanding shares of Seller Common Stock are duly authorized, validly issued, fully paid and non-assessable, are held by the Seller Stockholders free and clear of any Encumbrances (as hereinafter defined), and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Seller or any agreement or document to which Seller is a party or by which it is bound.
